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Regency Fincorp Ltd.

BSE: 540175 Sector: Financials
NSE: N.A. ISIN Code: INE964R01013
BSE 00:00 | 21 Jan 11.09 -0.02
(-0.18%)
OPEN

11.48

HIGH

11.48

LOW

11.09

NSE 05:30 | 01 Jan Regency Fincorp Ltd
OPEN 11.48
PREVIOUS CLOSE 11.11
VOLUME 24120
52-Week high 16.70
52-Week low 8.90
P/E 13.20
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.48
CLOSE 11.11
VOLUME 24120
52-Week high 16.70
52-Week low 8.90
P/E 13.20
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Regency Fincorp Ltd. (REGENCYFINCORP) - Director Report

Company director report

To

The Members

Regency Investments Limited

Your Directors present hereunder the 27th Annual Report on the Business andoperations of the Company along with audited statement of accounts of your Company for theFinancial Year ended March 31 2020. The financial results are summarized as under:

1. FINANCIAL PERFORMANCE OF THECOMPANY:

Particulars (Amt. in Lacs.)
2019-20 2018-19
Revenue from Operations 338.69 150.47
Other Income 22.60 68.13
Less: Expenditure 101.89 83.25
Earnings before interest tax depreciation and 259.40 135.34
amortization
(EBITDA)
Less: FinanceCost 190.38 84.80
Depreciation 15.61 1.65
Extra Ordinary Items 0.00 0.00
Profit Before Tax 53.41 48.89
Less: Provision For Taxation
-Current Tax 14.16 12.72
-Deferred Tax Liability 1.63 0.06
Profit After Tax 37.62 36.11

2. FINANCIAL HIGHLIGHTS &OPERATIONS:

The Key highlights pertaining to the business of the company for the year 2019-20 andperiod subsequent there to have been given hereunder:

Your directors are pleased to report that for the year under review your Company hasbeen able to achieve a net turnover of Rs. 361.29 Lacs in the year 2019-20 as compared toRs. 218.59 Lacs in the previous year.

The Directors trust that shareholders will find the performance of the company for thefinancial year 2019-20 to be satisfactory. The Earning per share (EPS) of the company isRs. 0.83 per share (Basic) and Diluted EPS is Rs. 0.83 per share.

3. CHANGE IN THE NATURE OF THE BUSINESS:

During the year there is no change in the nature of the business of the Company.

4. PUBLIC DEPOSITS:

During the financial year 2019-20 the Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014 and Non Banking Financial Companies - Acceptance ofPublic Deposits (Reserve Bank) Directions 2016.

5. FUTURE OUTLOOK:

Your Company is very well positioned to take advantage of ever increasing demand forthe personal loans business loans education loans loan against property residential& commercial loan. So in this way your Directors are hopeful to achieve betterresults in the coming years.

Further the company has started digital platform for granting loan facility to eligibleborrowers which are in progress till date of report. So that the Company can maintainquality and many other benefit from various angle.

6. APPROPRIATIONS:

> DIVIDEND:

In order to conserve the reserves the management of the Company does not propose todeclare any dividend for the financial year ended 31st March 2020.

> TRANSFER TORESERVE:

As per Section 45IC of the Reserve Bank of India Act 1934 the Company created areserve fund and transferred therein a sum of 20% of its net profit.

7. PREFERENTIAL ISSUE:

The Board of Directors of the Company in its meeting held on 21.03.2020 has allotted389651 shares at Rs. 29.00 per share (Rs. 19.00 being security premium) during the year.The Company has also allotted 1641378 Convertible Warrants at Rs 29/- each at a premiumof Rs 19/- (against which part payment has come) each to Promoters and Non Promoters onPreferential Basis.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments occurred which affect the financialposition of the Company between the end of the financial year and date of report.

9. LISTING:

The Company is listed on Bombay Stock Exchange a National wide Stock Exchange and isregularly complying with SEBI (LODR) Regulations 2015..

10. AUTHORISED SHARE CAPITAL:

Since the incorporation of our company the authorized share capital of our company hasbeen altered in last three years in the manner set forth below:

Particular of Change Date of Shareholders' Meeting AGM/EOGM
From To
3200000 Equity Shares of Rs 10 each 4200000 Equity Shares of Rs 10 each 30.03.2018 EOGM
4200000 Equity Shares of Rs 10 each 5000000 Equity Shares of Rs 10 each 24.04.2019 EOGM
5000000 Equity Shares of Rs 10 each 8000000 Equity Shares of Rs 10 each 31.01.2020 EOGM

11. PAID UP SHARE CAPITAL:

Date of Allotmen t No. of shares allotted Face Value (Rs.) Issue Price (Rs.) Nature of Consideration Nature of Allotment Cumulative No. of Shares Cumulative paid up shares (Rs.)
25.04.2018 711633 10.00 35.93 Cash Further Allotment 711633 7116330
21.03.2020 389651 10.00 29.00 Cash Further Allotment 389651 3896510

12. DIRECTORS AND KEY MANAGERIALPERSONNEL:

During the financial year 2019-20 following changes in directorship were made:

During the year following appointments were made:

Mr.Pratik Jalan (DIN: 08396884) has been appointed as an Additional IndependentDirector of the company w.e.f

24.04.2019 and was regularized as a director at previous Annual General Meeting held on28.09.2019.

Mr. Gaurav Kumar (DIN: 06717452) is liable to retire by rotation at ensuing AGM andoffer himself for reappointment.

Mr Braham Kumar Dhupar (DIN: 00242987) has been appointed as Non Executive IndependentDirector.

Mr Gurinder Singh Sandhu (DIN: 02507381) has been appointed Additional IndependentDirector of the company w.e.f

02.11.2019 and was regularized as a director at Extra Ordinary General Meeting held on31.01.2020

Mr. Jenish Pankajkumar Shah (DIN: 07986786) has been appointed as an AdditionalIndependent Director of the company w.e.f. 08.06.2020

Mr. Naveen Parashar (DIN: 08399097) has been appointed as an Additional IndependentDirector of the company w.e.f.

08.06.2020

During the year following resignation were made:

Mr. Raman Kataria (DIN: 08174441) has been resigned from the directorship w.e.f.29.05.2020 due to his personal reasons.

Mr. Surender Kumar (DIN: 07974144) has been resigned from the directorship w.e.f.29.05.2020 due to his personal reasons.

During the financial year 2018-19 following changes in Key Managerial Personnel weremade:

Ms. Khyati (M. No. A50404) has been appointed as a Company Secretary & ComplianceOfficer of the Company w.e.f. 24.04.2019 and has been resigned w.e.f. 06.01.2020 due toher personal reasons.

Mr. Rahul Verma (M. No. A56070) has been appointed as a Company Secretary &Compliance Officer of the Company w.e.f. 14.02.2020

MrAdarshTulshyan has resigend from the post of Chief Financial Officer w.e.f28.05.2020.

Mr. Vishal Rai Sarin has been appointed as a Chief Financial Officer (CFO) w.e.f.27.07.2020.

The board based on recommendation of nomination and remuneration committee place beforethe Annual General Meeting to reappoint Mr. Gaurav Kumar who is retired by rotation andeligible to reappoint to regularized Mr. Jenish PankajKumar Shah as an IndependentDirector and Mr. Naveen Parashar as an Independent Director Mr Vishal Rai Sarin as aDirector at ensuing 27th Annual General Meeting.

Appropriate resolutions for the re-appointment are being placed for your approval atthe ensuing AGM.

The brief resume of the Directors and other related information has been detailed inthe Notice convening the 27th AGM of your Company.

The composition of Board complies with the requirements of the Companies Act 2013.Further in pursuance of Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") the Company is exemptedfrom requirement of having composition of Board as per Listing Regulations.

13. NUMBER OF BOARD MEETING HELD:

The board met 9 (Nine) times during the year 2019-20 under review. The board meets atleast four times a year with a maximum gap of one hundred and twenty days between any twomeetings. Additional meetings are held due to necessity for the purposes of transactionof various businesses as under- 24.04.201929.05.201919.07.2019 09.08.2019 14.08.201902.11.2019 14.12.2019 08.02.2020 21.03.2020 and their attendance are under-

Name of Directors No. of Meeting Held during the year No. of Meeting Attended during the Year Whether 9th AGM has attended (Yes/No)
Mr Gaurav Kumar' 9 9 Yes
Mr Surender Kumar 9 8 Yes
Mrs NehaAbrol 9 9 Yes
Mr Pratik Jalan1 9 2 No
Mrs RashuSarin 9 8 No
Mr Gurinder Singh Sandhu2 9 3 No
Mr Raman Kataria3 9 1 NA

(1) Mr. PratikJalan was appointed on 24.04.2019.

(2) Mr Gurinder Singh Sandhu was appointed on 02.11.2019.

(3) Mr Raman Kataria has resigned w.e.f 29.05.2019

14. MEETING OF INDEPENDENT DIRECTORS:

The independent directors of company met one time during the year on Thursday 14thNovember 2019 where all the independent directors were present under the requirement ofRegulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

15. DECLARATION BY AN INDEPENDENT DIRECTORS:

A declaration by an Independent Directors that they meet the criteria of independenceas provided in sub-section (6) of Section 149 of the Companies Act 2013 has been receivedby the company. It has been provided in an Annexure-I II III & IV which forms partof the Directors' Report.

16. FAMILIARIZATION PROGRAMME FOR INDEPENDENTDIRECTORS:

A policy on familiarization program for independent directors has also been adopted bythe Company. All new Independent Directors inducted to the Board are presented with anoverview of the Company's business operations products organization structures and aboutthe Board Constitutions and its procedures.

17. DIRECTOR'S RESPONSIBILITYSTATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofthe Section 134(3) (c) of the Companies Act 2013:

a. That In the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to materialdepartures;

b. That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year underreview.

c. That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and otherirregularities.

d. That the directors had prepared the annual accounts on a going concernbasis.

e. That the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and wereoperatingeffectively.

f. That the directors had devised proper system to ensure compliance with theprovisions of all applicable laws and that such system were adequate andoperatingeffectively.

18. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OFDIRECTORS:

A. AUDIT COMMITTEE:

Your Company has constituted an Audit Committee ("Audit Committee") as perthe applicable provisions of the Section 177 of the Companies Act 2013 and also to complywith Regulation 18 of SEBI Listing Regulations 2015 applicable upon listing of theCompany's Equity shares on BSE The constituted Audit Committee comprises followingmembers:

Name of Director Nature of Directorship Status in Committee
Gaurav Kumar Executive Director Chairman
Rashu Sarin Non-Executive Independent Director Member
Surender Kumar Non-Executive Independent Director Member

The Company Secretary of the Company acts as the Secretary to the Committee.

The Audit Committee acts in accordance with the terms of reference specified by theBoard of Directors of the Company. All the recommendations made by the Audit committeewere accepted by the Board whenever made.

The audit committee shall meet at least four times in a year and not more than fourmonths shall elapse between two meetings. The quorum shall be either two members or onethird of the members of the audit committee whichever is greater but there shall be aminimum of two independent members present.

The audit committee met four (4) times during the year on 29th May 2019 19thJuly 2019 2nd November 2019 and on 8th February 2020 where allthe member directors were present.

B. NOMINATION AND REMUNERATIONCOMMITTEE:

Your Company has formed the Nomination and Remuneration Committee in accordance withthe provisions of sub-sectior (3) of Section 178 of the Companies Act 2013 &Regulation 19 of SEBI Listing Regulation 2015. The Nomination and Remuneration Committeecomprise the following:

Name of Director Nature of Directorship Status in Committee
Pratik Jalan Non- Executive IndependentDirector Chairman
RashuSarin Non- Executive IndependentDirector Member
Surender Kumar Non- Executive IndependentDirector Member

The Company Secretary of the Company acts as the Secretary to the Committee.

The Nomination and Remuneration Committee acts in accordance with the terms ofreference specified by the Board of Directors of the Company. The Board has in accordancewith the provisions of sub-section (3) of Section 178 of theCompanies Act 2013formulated as per recommendation of Nomination and Remuneration Committee the policysetting out the criteria for determining qualifications positive attributes independenceof a Director and policy relating to remuneration for Directors Key Managerial Personneland otheremployees.

The Nomination and Remuneration Committee met one (1) times during the year on 13thAugust2019 where all the member directors werepresent.

C. STAKEHOLDERS RELATIONSHIPCOMMITTEE:

Your Company has formed the Stakeholder's Relationship Committee in accordance with theprovisions of sub-section (5) of Section 178 of the Companies Act 2013 & Regulation20 of SEBI Listing Regulation 2015.

The Stakeholder's Relationship Committee comprises of the following members:

Name of Director Nature of Directorship Status in Committee
Gaurav Kumar Executive Director Chairman
RashuSarin Non-Executive Independent Director Member
Surender Kumar Non-Executive Independent Director Member

The Company Secretary of the Company acts as the Secretary to the Committee. TheStakeholder's Relationship Committee acts in accordance with the terms of referencespecified by the Board of Directors of the Company.

The Stakeholder's Relationship Committee met one (1) times during the year on 13thAugust2019 where all the member directors were present.

Details of Investor's grievances/ Complaints:

No investor complaints received during the year. The pending complaints of theShareholders/Investors registered with SEBI at the end of the current financial year endedon 31st March 2020 are NIL.

There were no pending requests for share transfer/dematerialization of shares as of31st March 2020.

19. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees(permanent contractualtemporary trainees) are covered under this policy. During the year under review the

Committee/Management has not received any complaint related to Sexual Harassment

20. AUDITORS:

> STATUTORYAUDITORS:

Appointment of Statutory Auditors:

M/s. Sunil K Sharma & Associates Chartered Accountants Chandigarh (Firm Reg. No.029335N) were appointed on 21.01.2019 as Statutory Auditors of the Company to hold theoffice from the conclusion of 26th Annual General Meeting till 31st Annual General Meetingof the Company to be held in the year 2024.

STATUTORY AUDITORS' OBSERVATIONS IN AUDIT REPORT:

There are no qualifications reservations or adverse remarks made by M/s. Sunil KSharma & Associates Chartered Accountants the Statutory Auditors of the Company intheir report. The observations made by the Statutory Auditors in their report for thefinancial period ended 31st March 2020 read with the explanatory notes therein areselfexplanatory and therefore do not call for any further explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013.

> SECRETARIAL AUDITOR:

Mr Suresh Kumar Pillay Practicing Company Secretary was appointed as Secretarial Auditof the company for the Financial Year 2019-2020 on Monday 10th August 2020 and MrKanwaljit Singh placed his resignation on Monday 10th August 2020 due to hispre-occupations.

Pursuant to provision of Section 204 of Companies Act 2013 and Rules made there underMr. Suresh Kumar Pillay Company Secretary in Practice has been appointed as a SecretarialAuditor of the Company for the "Financial Year 2019-20" in Meeting of Board ofDirectors held on August 10th 2020 in place of Mr Kanwaljit Singh. A Secretarial AuditReport in Form MR-3 given by Mr. Suresh Kumar Pillay Company Secretary in Practice hasbeen provided in an Annexure-V which forms part of the Directors Report.

SECRETARIAL AUDITORS' OBSERVATIONS IN SECRETARIAL AUDIT REPORT:

There is no qualification reservation or adverse remarks or disclaimer made by theSecretarial Auditor in their report and do not call for any further explanation/commentfrom the board.

However the Secretarial Auditor has made some observation and same is mentioned in theSecretarial Audit Report in Form MR-3 given by Mr. Suresh Kumar Pillay Company Secretaryin Practice has been provided in an Annexure-V which forms part of the Directors Report.

> INTERNAL AUDITOR:

In terms of Section 138 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 the board has appointed Mr. Aditya Aggarwal Chartered Accountant as anInternal Auditor of the Company at its meeting held on August 10th 2020 forthe financial year2020-21.

The Company continued to implement his suggestions and recommendations to improve thecontrol environment. Their scope of work includes review of processes for safeguarding theassets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. Internal Auditor'sfindings are discussed with the process owners and suitable corrective actions taken asper the directions of Audit Committee on an ongoing basis to improve efficiency inoperations.

> CostAuditors:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company.

21. SECRETARIALSTANDARDS:

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) andSecretarial Standard on General Meetings (SS-2) whenever it has applicable.

Your Company will comply with the other Secretarial Standards issued by the Instituteof Company Secretaries of India (ICSI) as and when they are made mandatory.

22. EVALUATION OF BOARD'S PERFORMANCE:

In compliance with the provisions of the Companies Act 2013 ('the Act') and SEBI(LODR) Regulations 2015 the Board during the year adopted a formal mechanism forevaluation of its performances as well as that of its committees and individual Directorsincluding the Chairman of the Board. A structured mechanism was prepared after taking intoconsideration inputs received from the Directors covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committees Boardculture execution and performance of specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the NonIndependent Directors was carried out by the Independent Directors. TheDirectors expressed their satisfaction with the evaluation process.

23. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.

24. SUBSIDIARIES. IOINT VENTURES AND ASSOCIATECOMPANIES:

The Company does not have any Subsidiary Joint venture or Associate Company as on 31stMarch 2020.Hence 'Form AOC-1'is not applicable

25. CLASSES OF SHARES:

As on date the Company has only one class of share capital i.e. Equity Shares of Rs.10/- each.

26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The internal Audit functions reports to the Chairman of theAudit Committee and to Chairman/Managing Director of the Company.

The Internal Audit monitors and evaluates the efficiency and adequacy of internalcontrol systems in the company. It's compliances with operating systems accountingprocedure and policies at all locations of the Company.

27. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

28. RISK MANAGEMENT:

Risk Management is the systematic process of understanding measuring controlling andcommunicating organization's risk exposures while achieving its objectives. RiskManagement is an important business aspect in the current economic environment and itsobjective is to identify monitor and take mitigation measures on a timely basis inrespect of the events that may pose risks for the business. The Company's risk managementstrategy is to identify assess and mitigate

any significant risks. We have established processes and guidelines along with astrong overview and monitoring framework at the Board and Senior Management levels.

29. RELATED PARTIES TRANSACTIONS:

There were no any materially significant related parties' transaction with promotersand directors which were in conflict with the interest of the Company attracting theprovision of Section 188 of the Companies Act 2013 during the financial year. Thusdisclosure in Form AOC-2 is not required.

However Form AOC 2 related with particulars of contract or arrangements with relatedparties are annexed herewith as Annexure VI.

30. EXTRACT OF ANNUALRETURN:

The extract of the annual return in Form MGT-9 in terms of Section 92(3) of theCompanies Act 2013 for the financial year under review has been provided as Annexure VIIand also being uploaded at website of the company www.regencyinvestments.co.in.

31. PARTICULARS OF LOANS GUARANTEES ORINVESTMENTS:

Since the company has given loan or provided any guarantee or made any investmentcovered under section 186 of the Companies Act 2013 during the year and complied with theprovisions of the Act.

Details on loans or investments are mentioned in Notes to financial statements of thisAnnual Report. (Refer Note 04 for investments and Note No. 03 for loans given of theattached financial statements for the financial year 2019-20.).The Company has neitherprovided any security nor given any guarantee on behalf of a third party.

32. CORPORATEGOVERNANCE:

In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the compliance with the provision of Regulation 27 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are not applicable to theCompany since the paid up capital of the Company is below Rs. 10 crores and also the networth of the Company is below Rs. 25 Crores.

Since the Paid-up capital and Net worth of the Company is within the thresholdspecified under the Regulations the Compliance with the Corporate Governance Norms arenot applicable to Company and thus the Company is not required to attach the CorporateGovernance report with the Report of the Board of Directors.

33. PARTICULARS OF EMPLOYEES:

No employee of the Company was in receipt of the remuneration exceeding the limitsprescribed in the rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 hence no information as required under the provisions of Section197 of the Companies Act 2013 read with rule 5(2) and 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are provided in this report.

34. DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION- PROHIBITION AND REDRESSAL) ACT.2013:

Your Company has zero tolerance towards any action on the part of any executive whichmay fall under the ambit of 'Sexual Harassment' at workplace and is fully committed touphold and maintain the dignity of every women executive working in your Company. TheSexual Harassment Policy provides for protection against sexual harassment of women atworkplace and for prevention and redressal of such complaints.

During the year under review there were no complaints pending as on the beginning ofthe financial year and no new complaints were filed during the financial year underreview.

35. PARTICULARS OF ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNING

ANDOUTGO:

Since the Company is an Investment Company and did not carry any manufacturingactivities and the Company has neither used nor earned any foreign exchange during theyear under review. Hence no particulars as per Section 134(3)(m) read with Rule 8(3) ofThe Companies (Accounts) Rule 2014 are being furnished under this head.

36. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2) (e) of the Listing Regulations is given as an"Annexure - VIII" to this report.

37. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES:

The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in "Annexure - IX" forming part of the Annual Report.

38. CORPORATE SOCIAL RESPONSIBILITY POLICY:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

39. SUMS DUE TO MICRO SMALL & MEDIUM ENTERPRISES:

No amount for payment towards principal and interest was pending towards Micro Small& Medium Enterprises as on 31st March 2020.

40. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors of the Company has established vigil mechanism/Whistle Blower Policy forDirectors and employees of the Company to report genuine concerns regarding unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct andethics Policy. The said mechanism also provides for direct access to the Chairperson ofthe Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistleblower policy in order to ensure adequate safeguards to employees and Directors againstvictimization. During the year under review no personnel of the Company approached theAudit Committee on any issue falling under the said policy.

41. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate in securities by the Directors and designated employees of the Company. TheCode requires pre-clearance for dealing in the Company's shares and prohibits the purchaseor sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with thecode.

42. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe Company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code.

A declaration signed by the Company's Managing Director for the Compliance of theserequirements is furnished in

"Annexure - X" forming part of the Annual Report.

43. MANAGING DIRECTOR CERTIFICATION:

The Managing Director of the company required to gives annual certification onfinancial reporting and internal controls to the board in terms of Regulation 17(8) oflisting regulation and certification on financial results while placing the financialresult before the board in terms of Regulation 33 of listing regulation and same ispublished in this "Annexure - XI report.

44. INDUSTRIAL RELATIONS:

During the year under review your Company enjoyed cordial relationship with employeesat all level.

45. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year underreview:-

a. Issue of equity shares and differential rights as to dividend voting or otherwise.

b. Issue of Shares (including sweat equity shares) to employees of the Company underany scheme.

c. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

46. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (IBC):

No Insolvency resolution process has been initiated/ filed by a financial oroperational creditor or by the company itself under the IBC before the NCLT.

47. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors Regency Investments Limited

Place: Zirakpur Punjab
Date: 05.09.2020
Sd/- Sd/-
Gaurav Kumar NehaAbrol
Managing Director Whole Time Director
DIN:06717452 DIN:06935869

.